Buying, Selling and Exchanging Partnership and LLC Interests - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: December 6, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought. This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.

  • Selling/exchanging LLC and partnership interests and effective alternatives
  • Succession to economic rights of seller v. management and information rights
  • Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests
  • Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact
  • Constructive terminations and their adverse tax consequences
  • Distributions and other alternative to sales and exchanges of LLC/partnership interests


Speaker:

C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law. He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property. His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors. Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

Drafting Client Engagement Letters in Trust and Estate Planning - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: December 2, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Client engagement letters are the foundation of a successful representation in trust and estate planning, administration or fiduciary litigation. It’s where expectations are set – about fees, timelines, and who you are representing. Difficult issues involving conflicts of interests and decision-making can also be framed and addressed. These letters clarify goals and substantially reduce the risk of later dispute. This program will provide you a practical guide to using client engagement letters to provide the foundation of a successful relationship in trust and estate planning, administration and litigation.

  • Most important elements of successful client engagement letter
  • Spousal representations – joint representation or separate, and practical difficulties of each
  • Representing multiple generations of a family – who is in charge?
  • Lawyer as fiduciary – what must you do if you’re the trustee
  • How to handle extant or developing client incapacity
  • Ongoing communication and billing issues
  • Providing for withdrawal from an engagement – when and how


Speaker:

Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families. A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine. Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.

Trust and Estate Planning for Pets - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: December 1, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Providing for the care of pets is, for some clients, their most urgent estate and trust priority. These clients want to ensure that, after their own deaths, their pets are looked after in a safe and secure environment. But the law is unclear in this area – there are few familiar planning patterns to follow in this area. The challenge for the planner is to create new structures to achieve these goals, including choosing standards for caregivers and trustees, drafting distribution provisions, and providing for the disposition of the remains of pets. This program will provide you with a practical guide to the estate and trust planning for pets and other animals, including drafting trusts, fiduciary standards, and distribution provisions.
  • Legal and practical framework for estate and trust planning for pets and other animals
  • Traditional trusts v. statutory trusts – advantages and disadvantages of each
  • Drafting standards for caregivers and trustees, and understanding the relationship between the two
  • Distributions to caregivers for the pet and for themselves
  • Designation of remainder beneficiary or trust, terminating the trust, and final disposition of pets or other animals


Speakers:

Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses. She also represents clients before federal and state taxing authorities. Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001. Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.

Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute. Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

Liquidation: Legal Issues When a Client Decides to Close a Business - A National Perspective

Presented by the ISBA


0.75 hour MCLE credit


Original Program Date: November 30, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Planning for an LLC’s eventual liquidation can be as important as formation. Well planned and efficient liquidations help LLC members preserve value. Messy liquidations are costly and rapidly diminish value. Whether triggered by a provision in a buy/sell agreement or on the basis of a statutory provision, liquidations are a process of marshaling assets, providing a variety of notices, satisfying debts and other liabilities, and eventually liquidating distributions to LLC members. When planned and managed effectively, the process can preserve substantial value for clients. This program will provide you with a practical guide to liquidations of LLCs.
  • Statutory bases for voluntary LLC dissolution and how they are triggered by members
  • Judicial/non-voluntary bases for LLC dissolution
  • Planning for eventual dissolution of an LLC in buy/sell agreements
  • Process of dissolution, winding up and termination – and practical consequences of each step
  • Drafting statements of dissolution
  • Summary of tax consequences of distributions of various type of property


Speaker:

Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters. Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

Employment Law Torts - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 22, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


The workplace is deep with potential torts. Hiring can be a delicate balance of adequately investigating the background of an applicant without making legally prohibited searches or inquiries. Workplace supervision in a technologically interconnected age can easily give rise to claims of invasions of privacy. Workplace investigations, often involving conflicts among employees, can implicate claims of basis, discrimination, harassment, intentional infliction of emotional distress, defamation, and retaliation. At every stage of the employment process there are potential torts. This program will provide you with a practical guide to employer tort liability in the workplace.

  • Torts in hiring –balancing act of background checks, drug/cannabis checks, and the standard of foreseeability
  • Privacy based torts – monitoring employee social media and other digital communications/posts
  • Negligent retention of potentially dangerous employees
  • Torts in workplace investigations – intentional infliction of emotional distress, defamation, false light torts
  • Negligent supervision of troubled employees
  • Best practices and defenses for employers to avoid or limit liability


Speaker:

Alex J. Maturi is an attorney in the Chicago office of Paul Hastings, LLP, where he represents employers in all aspects of employment law, including discrimination, harassment, wrongful discharge, and wage and hour matters. He also counsels clients on compliance with state and federal law, and advises employers facing investigations initiated by the EEOC, OFCCP, and various state agencies. During law school, he served as an extern judicial clerk to Judge Robert W. Gettleman of the U.S. District Court for the Northern District of Illinois. Mr. Maturi earned his B.A., cum laude, Illinois Wesleyan University and his J.D., cum laude, from Northwestern University School of Law.

Baskets and Escrow in Business Transactions - A National Perspective

Presented by the ISBA


0.75 hour MCLE credit


Original Program Date: November 21, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation. If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss. “Caps” and “baskets” are used to address this problem. Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions.
  • Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids
  • Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts
  • Intricate relationship between baskets and caps
  • Drafting to reduce risk of dispute and enhance collectability of claims
  • Use of escrow to ensure payment of indemnification claims


Speaker:

Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

The Intersection of Criminal Law and Family Law

Presented by the ISBA Family Law Section


1.25 hours MCLE credit


Original Program Date: November 17, 2022
Accreditation Expiration Date: May 17, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Program Coordinator:
Pamela J. Kuzniar, Haid and Teich, LLP, Chicago

Program Moderators:
Hon. Arnold F. Blockman, University of Illinois School of Law, Champaign
Pamela J. Kuzniar, Haid and Teich, LLP, Chicago



When a family law case involves elements of criminal law, such as domestic violence, child abuse, restraining orders, or alcohol (DUI) and drug offenses, the case becomes exponentially more complicated for the family law practitioner. This panel presentation addresses this common intersection and the steps you should take to lessen the negative impact on your client, including the proceedings changes taking place simultaneously with their family law case. The ethical conundrums arising for the family law practitioner when faced with these overlapping disciplines are also explored.

Juliet E. Boyd, Boyd & Kummer LLC, Chicago
Robert A. Fisher, FisherLevine Law Group LLP, Chicago
Hon. Mark J. Lopez (ret.), Circuit Court of County, Chicago
Lena Goretsky Winters, Winters Family Law, LLP, Chicago



*Originally presented as the ISBA’s Live Event “It’s Never Just Family Law.” Find more sessions in this series in the ISBA on-demand catalog.

Pricing Information
  • Please Note: You must attend the entire program in order to earn MCLE credit for this seminar.
  • ISBA sponsoring section members get a $10 registration discount (which is automatically calculated in your cart when you log in to register).
  • Fees:
    • ISBA Member Price of $37.50 is displayed below when you login and program is eligible for Free CLE member benefit
    • Non-Member Price $62.50
    • New Attorney Member (within the first five years of practice) - $25
    • Law Students - Free

Joint Ventures in Real Estate, Part 2 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 16, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Real estate joint ventures leverage the capital and expertise of partners to develop and operate or sell projects of every size. These joint ventures can take different forms – contractual or entity-based – and often involve a complex mix of equity and debt, preferential returns, and various types of fees. Third parties, including contractors, may have profit participation rights. Real estate joint ventures are highly complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and drafting the major provisions of the underlying documents.

Day 2:
  • Management and information rights
  • Guarantees issue in joint ventures
  • Structuring ordinary and liquidating distributions
  • Valuation and sales/exchanges of partnership interests


Speakers:

John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.


Joint Ventures in Real Estate, Part 1 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 15, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Real estate joint ventures leverage the capital and expertise of partners to develop and operate or sell projects of every size. These joint ventures can take different forms – contractual or entity-based – and often involve a complex mix of equity and debt, preferential returns, and various types of fees. Third parties, including contractors, may have profit participation rights. Real estate joint ventures are highly complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and drafting the major provisions of the underlying documents.

Day 1:
  • Entity selection for joint ventures
  • Structing competing interests of investors, developers, and lenders
  • Capital structure – getting the right mix of equity, mezzanine financing& long-term debt
  • Initial and subsequent capital contributions of partners


Speakers:

John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.